Venture Capital Desperately Needs More Governance
Just because something is boring doesn’t make it unnecessary
In any industry where individuals serve as professional fiduciaries, there are typically degree programs, mandated training, certification, continuing education, and oversight. This includes diverse fields like medicine, law, accounting, real estate, and so on.
But not so in venture capital and private equity, which remain a “Wild West” where rule-breaking is a foundational principle. This philosophy can have enormous psychological benefits to entrepreneurs, who are often trying to accomplish what can seem impossible. By liberating themselves from the idea that things must remain the way they have always been, entrepreneurs take risks, challenge the status quo, and can even change the world.
I remember seeing a prominent venture capitalist interview a prospective hire by playing sports together. At a volleyball game, the experienced VC established the rule that there were no rules. His goal was to see whether the candidate could adapt to an environment that challenged expectations and norms.
This mentality permeates Silicon Valley and is a source of pride for VCs.
A potential negative consequence to this culture is the notion that rules simply don’t apply in our industry. And because there is little to no oversight or regulation in venture capital, it’s easy for a healthy approach to challenging business assumptions to follow a slippery slope into potential fraud, sexual harassment, or other illegal behaviors that have come to light over the past several years.
An important way to apply checks and balances to this potentially dangerous mentality is the institutionalization of rules, norms, and industry-specific best practices. While established in other professions, this is challenging in venture capital, because we are essentially starting from scratch.
For example, there is no place to go to school to learn to be a venture capitalist. Even at institutions like Harvard or Stanford, there are classes but no major or degree program in this discipline. The Kauffman Foundation offers a practical fellowship to train venture capitalists, but this quality option has collectively graduated only 589 fellows since 1995. Our industry simply needs more qualified professionals to teach this material. For this reason, I have been trying to contribute to the professionalization of our field by teaching venture capital at the graduate level for several decades.
In addition, there is no required training, professional certifications, nor continuing education. In institutional venture capital, the National Venture Capital Association(“NVCA”) is the most well known organization to offer professional training, and in corporate venture capital, Global Corporate Venturing (“GCV”) is the leading industry association. Neither of these excellent organizations are mandated by any governing body like the Securities and Exchange Commission, so participation is optional.
One of the most important ways to institute more governance includes helping to train investment professionals to serve as board directors. Directors typically have real authority and influence, and they represent shareholders who have no voice on the board — it’s a true fiduciary responsibility.
Board service is yet another arena where there is no formal training, and novices can be thrown onto their first boards with no experience of any kind. The best training available might be to shadow more experienced investors as observers during board meetings. The quality of this training is uneven, varying with the commitment, mentoring tendencies, and experience of the senior investment professional.
In my experience as a director, I have seen a wide range of preparation to serve in this type of role and witnessed many misconceptions about the nature of the responsibility. For example, many venture capitalists believe that in their capacity as a director, they represent the class of stock that enabled their participation on the board. In other words, a Series A investor would represent all Series A shareholders, while the CEO would represent common shareholders, and so on.
In fact, directors serve all shareholders equally, regardless of class of stock. It is actually illegal for directors to privilege one group of shareholders over another when serving as a director, yet this happens frequently in the board room.
For reasons like this, the National Association of Corporate Directors (“NACD”), a group for whom I am a guest faculty member, has announced that it is starting a certification program to test the competence of individuals to serve as board directors.
In my opinion, it is time to institute these kinds of practices for board directorships, and the leadership taken by NACD in launching a board director certification program is something that the private and public investing community should wholeheartedly support. As an industry that has expressed a desire to “self-regulate” whenever possible, this effort represents an opportunity to be proactive. An objective test to comply with applicable laws in venture capital might even broaden opportunities for those with “non-traditional” backgrounds.
We need to do this despite the fact that governance is a dirty word in an industry that worships rule-breakers. It is the least sexy part of the job. New technologies, ambitious entrepreneurs, and groundbreaking business models are what inspire venture capitalists. Even financial statement analysis and legal agreements are more captivating than governance. Yet governance matters.
I can imagine that a call for more governance could be especially unpopular in our business, but I believe it’s what is best for the entire ecosystem. In that rule-free volleyball game, it was legitimate to jump under the net and steal the ball from the other team, and before long the game was over. This isn’t to say the interview technique isn’t useful; just that it’s not a reliable way to sustain group activities where a level playing field is desirable.
Sometimes, following the rules can be a good idea. Let’s break the rules when it comes to challenging preconceptions about what’s possible in business. Let’s follow the rules when it comes to protecting the public, ensuring fairness, and training the next generation of venture capitalists to be competent at the job.
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A version of this article originally appeared on Forbes.
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